UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 19, 2025, Snail, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following are the results of the voting on the two (2) proposals (the “Proposals”) submitted to stockholders at the Annual Meeting. These Proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on April 16, 2026 with the Securities and Exchange Commission.
As of April 15, 2025, the record date for the Annual Meeting, there were 13,873,422 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 28,748,580 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), outstanding and entitled to vote. Of the Company’s common stock, the Class A Common Stock was entitled to one (1) vote per share and the Class B Common Stock was entitled to ten (10) votes per share at the Annual Meeting, constituting all of the outstanding voting securities of the Company as of the record date. At the Annual Meeting, the holders of shares holding 291,710,391 votes, constituting 96.8% of the total voting power of all outstanding securities of the Company generally entitled to vote, were present or represented by proxy, constituting a quorum.
Proposal 1–The stockholders elected the following eight (8) nominees for director to the Company’s Board of Directors to hold office until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Hai Shi | 288,004,441 | 83,485 | 3,622,465 | |||
| Jim Tsai | 288,002,004 | 85,922 | 3,622,465 | |||
| Heidy Chow | 287,902,743 | 185,183 | 3,622,465 | |||
| Peter Kang | 287,950,693 | 137,233 | 3,622,465 | |||
| Ying Zhou | 287,950,293 | 137,633 | 3,622,465 | |||
| Neil Foster | 288,009,601 | 78,325 | 3,622,465 | |||
| Sandra Pundmann | 287,955,605 | 132,321 | 3,622,465 | |||
| Ryan Jamieson | 288,008,487 | 79,439 | 3,622,465 |
Proposal 2–The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:
| Votes For | Votes Against | Abstentions | ||
| 291,440,661 | 204,581 | 65,149 |
No other items were presented for stockholder approval at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SNAIL, INC. | ||
| Date: May 28, 2026 | By: | /s/ Hai Shi |
| Name: | Hai Shi | |
| Title: | Chief Executive Officer | |